Time to step into the way back machine to see what we were writing about 5, 10 and 15 years ago. Five years ago in 2007 major charitable foundations, with the notable exception of the Gates Foundation, are initiating or strengthening efforts to harmonize the social and environmental effect of their endowment investments with their philanthropic goals, according […]
Archive | December, 2012
Review of 2012 Proxy Season: Anticipating 2013
Wilson Sonsini Goodrich & Rosati (WSGR) have done the work of reviewing this year’s proxy season, so I won’t bother. I’m posting a link to their analysis here, primarily so that I can easily find it, if I need it. (more…)
Shareholder Lawsuits: Where is the Line between Legitimate and Frivolous?
Larcker, David F. and Tayan, Brian, Shareholder Lawsuits: Where is the Line between Legitimate and Frivolous? (November 27, 2012). Rock Center for Corporate Governance at Stanford University Closer Look Series: Topics, Issues and Controversies in Corporate Governance and Leadership No. CGRP- 29. Available on SSRN. Shareholders of public companies are not responsible for designing executive compensation […]
Video Friday: Corporate Governance in Singapore
Does Singapore have what it takes to be #1… in the world? The latest CG Watch Market Scores for corporate governance compiled by the Asian Corporate Governance Association revealed that Singapore tops the table in the region, with a score of 69. Hong Kong and Thailand round out the top three, with 66 and 58 […]
Don't Miss Directors Forum 2013: Directors, Management & Shareholders in Dialogue
Corporate Directors Forum is bringing together distinguished business leaders from a variety of industries, along with fund managers, union officials, consultants and others to discuss the most challenging issues directors and officers face. This exciting conference, being held January 27-29, 2013 at the University of San Diego, is designed to encourage personal interaction between attendees and the […]
Key Changes to Proxy Advisor Policies for 2013
I was going to write-up a short guide to recently announced changes by Institutional Shareholder Services and Glass Lewis but after reading a recent Alert from Weil I’ve decided to save time by simply touching on a few of the main points and recommending readers go directly to the Alert. Why reinvent the Weil? (Sorry, […]
UNFI Vote: Have We Turned the Corner on Annual Elections?
My proposal to declassify the board at United Natural Foods, Inc. ($UNFI) passed by an overwhelming margin of 87.89%: 38,086,048 for 5,248,963 against See their 8-K filing. Text (pdf) of proposal and opposition. Of course, the margin would have been even higher without insider holdings and blank votes going to management. Have we turned the corner on declassification measures […]
Video Friday: Marcus on 2012, Monks Previews 2013 Book, Sheila Bair & Scott Hamey on Corporations and Democracy
2012 saw shareholders voting down pay deals, Apple pulled up on labour conditions & execs at Starbucks & Amazon grilled over UK tax avoidance. Lucy Marcus rounds up the year in boards. (more…)
Most S&P 500 Companies Now Reporting on ESG Issues
(Reuters, 18 December 2012) The number of S&P 500 and Fortune 500 companies managing and reporting performance on environmental, social and governance (ESG) issues more than doubled from 2010 to 2011, according to an analysis by Governance & Accountability Institute. G&A Institute, the data partner for the Global Reporting Initiative (GRI) in the US, UK and Ireland, says […]
Reed's (REED): How I Voted – Proxy Score 100%
Reed’s ($REED) is one of the stocks in my portfolio. Their annual meeting is coming up tomorrow, on 12/21/2012. ProxyDemocracy.org doesn’t collect votes on REED, probably because it is a micro-cap with little or no institutional ownership. I voted with all managements recommendations. (more…)
Shareholder Proposals: SLB 14G
On October 16, 2012, the SEC published another “Staff Legal Bulletin” with guidance on shareowner proposals submitted to public companies pursuant to Rule 14a-8. SLB No. 14G provides the Division of Finance’s views regarding: Proof of ownership under Rule 14a-8(b)(2)(i) for purposes of verifying whether a beneficial owner is eligible to submit a proposal; the manner […]
Lowell Milken Institute Offers Law Teaching Fellowship
The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is now accepting applications for the Lowell Milken Institute Law Teaching Fellowship, a full-time, year-round, one or two academic-year position (approximately July 2013 through June 2014 or June 2015). The position involves law teaching, legal and policy research and writing, preparing to […]
FactSet Research (FDS): How I Voted – Proxy Score 100%
FactSet Research Systems Inc. ($FDS) is one of the stocks in my portfolio. Their annual meeting is coming up tomorrow, on 12/18/2012. ProxyDemocracy.org had collected the votes of three funds when I voted on 12/14/2012. I voted with management 100% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will […]
Infosys (INFY) Tops Governance List: Honor or Scam?
I was delighted to see that one of the stocks in my portfolio, Infosys ($INFY), has been ranked #1 in corporate governance by IR Global Rankings (“IRGR”). (Infosys is number one for corporate governance practices: IR Global Rankings, The Economic Times, 12/13/2012) That sounds like quite an achievement. Unfortunately, when I tried to find more about […]
Another Twinkie Defense
Hostess In the process of complete liquidation, Hostess essentially admits it robbed the pensions of 18,000 unionized workers and put it toward executive pay for winding down the company. According to AlterNet, Just last month, a judge agreed to let Hostess executives suck another $1.8 million out of the bankrupt company to pay bonuses to […]
Video Friday: Governance Topics to Watch in 2013 – Part I
This Week in the Boardroom: 12/13/12. TK Kerstetter, Chairman, Corporate Board Member; Ken Bertsch, CEO, Society of Corporate Secretaries and Governance Professionals; Jeff Morgan, CEO, National Investor Relations Institute (NIRI) discuss recent hot topics and something of what to expect in 2013. (more…)
UNFI Locked Out ShareOwners but We Voted to Declassify the Board: Company Now Seeks Feedback on Meeting Format
I attended a virtual-only meeting of United Natural Foods, Inc. yesterday and was pleased that a majority of shares were voted in favor of my proposal to declassify the board. That, combined with a move to majority vote requirements for directors a few years ago, helps move UNFI ($UNFI) into the center of the pack […]
Growing Importance of ESG/CSR to Owners
FT reports that a survey by Aviva Investors found that ninety per cent of equity and fixed-income fund managers polled, with about £4tn of combined assets under management, recognized the importance of ESG to end owners and consultants although a smaller percentage, 79 per cent, said they were likely to (more…)
Another Company Bypasses SEC No-Action Process
National Fuel Gas Company (NYSE: NFG) informed the SEC they were bypassing their administrative no-action process and had filed an injunction in U.S. District Court for the Western District of New York on procedural grounds under Rule 14a-8. (more…)
Video Friday Double Feature: The Interconnected World of Bartley J. Madden & Mr. Burns Explains the Fiscal Cliff
Friday’s are often a good time for reflection, with people thinking about their dreams and the weekend. Today, let’s think about the transformative power of directors. Before we get to Bartley J. Madden, consider Douglas Y. Park statement in Strategy and Compliance As Competing Imperatives For Corporate Boards: As long as the business judgment rule […]
Research Director: Hong Kong, China
The Asian Corporate Governance Association (ACGA), an independent non-profit association based in Hong Kong and one of the region’s foremost organizations working in the emerging field of corporate governance, is seeking applications for the new position of Research Director – China / Hong Kong. ACGA carries out its work through research, education and advocacy in […]
UNFI: How I Voted – Proxy Score 17%
United Natural Foods ($UNFI) is one of the stocks in my portfolio. Their annual meeting is coming up on 12/12/2012. ProxyDemocracy.org had collected the votes of three funds when I voted on 12/5/2012. I voted with management only 17% of the time. View Proxy Statement. Warning: Be sure to vote each item on the proxy. Any items left blank will […]
Boys' Club Still in Charge of California Businesses
The 400 largest companies headquartered in California, representing almost $3 trillion in shareholder value, still resemble a “boys’ club” with women filling fewer than 10 percent of top executive jobs, a University of California, Davis, study has found. Incremental gains have been pitiful, in my opinion. The Graduate School of Management’s eighth annual UC Davis Study of California Women […]
Empty Voting: Empty Promises
Jay M. Hoffman and Melissa Ghislanzoni of Miller Thomson in Toronto recently posted Empty Voting – Waiting for a Regulatory Response. While focused on Canada, the post applies equally to the US. The recent Telus decision of the British Columbia Court of Appeal “appears to signal a green light for the continuation of empty voting, at least until a […]
Division of Corporation Finance Director Meredith Cross to Leave SEC
Washington, D.C., Dec. 4, 2012 — The Securities and Exchange Commission today announced that Meredith B. Cross, Director of the Division of Corporation Finance, will leave the SEC at the end of the year to return to the private sector. Ms. Cross has served as the Division’s Director since June 2009. She joined Chairman Mary Schapiro’s […]
Board Portals: Some Considerations
Guest post: Kristina Veaco, corporate governance consultant, Veaco Group. Electronic delivery of board materials has been around for several years, in part because of the savings it offers in terms of time spent preparing physical board books, the quantities of paper and binders, and the inevitable security issues tied to physical delivery of sensitive board […]